UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION
INVESTMENT ADVISERS ACT OF 1940
Release No. 1594 / October 16, 1996
ADMINISTRATIVE PROCEEDING
File No. 3-9166
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:
In the Matter of :
: ORDER INSTITUTING PUBLIC
: ADMINISTRATIVE PROCEEDINGS
Calamos Asset Management, Inc.: PURSUANT TO SECTIONS 203(e)
and John P. Calamos, : and 203(k) OF THE INVESTMENT
: ADVISERS ACT OF 1940, MAKING
: FINDINGS, IMPOSING REMEDIAL
Respondents. : SANCTIONS AND ORDERING
: RESPONDENTS TO CEASE AND
: DESIST
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I.
The Securities and Exchange Commission (Commission) deems it
appropriate and in the public interest that public administrative
and cease-and-desist proceedings be instituted pursuant to
Sections 203(e) and 203(k) of the Investment Advisers Act of 1940
(Advisers Act) against Calamos Asset Management, Inc. (Calamos)
and John P. Calamos (J. Calamos).
In anticipation of the institution of these administrative
and cease-and-desist proceedings, Calamos and J. Calamos have
submitted an Offer of Settlement (Offer) which the Commission has
determined to accept. Solely for the purpose of this proceeding
and any other proceeding brought by or on behalf of the
Commission, or to which the Commission is a party, and without
admitting or denying the Commission s findings, except as to
jurisdiction and those findings contained in III.a and III.b
below, which are admitted, Calamos and J. Calamos, by their
Offer, consent to the entry of this Order Instituting Public
Administrative Proceedings Pursuant To Sections 203(e)
and 203(k) of the Investment Advisers Act of 1940, Making
Findings, Imposing Remedial Sanctions And Ordering Respondents To
Cease And Desist (Order).
II.
Accordingly, IT IS ORDERED that public administrative and
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cease and desist proceedings pursuant to Sections 203(e) and
203(k) of the Advisers Act be, and hereby are, instituted.
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III.
On the basis of this Order and the Offer submitted by
Calamos and J. Calamos, the Commission finds-[1]- that:
a. Calamos is an Illinois corporation located in
Naperville, Illinois. It has been registered with the Commission
as an investment adviser since May 29, 1987. At all relevant
times, Calamos Financial Services, Inc. (Financial Services) was
registered with the Commission as a broker-dealer and under
common control with Calamos.
b. J. Calamos, an Illinois resident, is the president,
chief investment officer and sole shareholder of Calamos. He is
also the president and sole shareholder of Financial Services.
c. During 1993 and 1994, Calamos, at the direction of J.
Calamos, executed at least 1608 principal transactions with its
advisory clients through Financial Services, a broker-dealer
under common control with it, without disclosing the capacity in
which it was acting and without obtaining such clients' consent
prior to the transactions. As a result of the above described
activity, Calamos willfully violated Section 206(3) of the
Advisers Act, and J. Calamos caused Calamos violations of
Section 206(3) of the Advisers Act.
d. Calamos also failed to disclose on its 1993 and 1994
amendments to Form ADV and Schedule F that these principal
transactions were being executed with clients through Financial
Services, a broker-dealer under common control with it. As a
result, Calamos willfully violated Section 207 of the Advisers
Act, and J. Calamos caused Calamos' violations of Section 207 of
the Advisers Act.
IV.
In view of the foregoing, it is in the public interest to
impose the sanctions specified in the Offer.
Accordingly, IT IS ORDERED:
a. that Calamos cease and desist from committing or
causing any violation or any future violation of Sections 206(3)
or 207 or the Advisers Act;
b. that J. Calamos cease and desist from committing or
causing any violation or any future violation of Sections 206(3)
---------FOOTNOTES----------
-[1]- The findings herein are made pursuant to Respondents
Offer of Settlement and are not binding on any other person or
entity in this or any other proceeding.
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or 207 of the Advisers Act;
c. that, within ten days of the entry of the Order,
Calamos pay a civil penalty of $25,000 to the United States
Treasury, pursuant to Section 203(i) of the Advisers Act. Such
payment shall be: (a) made by United States postal money order,
certified check, bank cashier s check or bank money order; (b)
made payable to the U.S. Securities and Exchange Commission; (c)
hand delivered to the Comptroller, Securities and Exchange
Commission, 450 5th Street, N.W., Stop 2-5, Washington, D.C.
20549; and (d) submitted under cover letter which identifies
Calamos Asset Management, Inc. as the respondent in these
proceedings, as well as the Commission s case number. A copy of
that cover letter and money order or check shall be sent to Mary
E. Keefe, Regional Director, Midwest Regional Office, Securities
and Exchange Commission, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661; and
d. that Calamos comply with the following undertakings
within sixty days of the issuance of this Order:
1. to retain a director of compliance with
responsibility for monitoring, among other things, Calamos
compliance with Sections 206(3) and 207 of the Advisers Act;
2. to implement policies and procedures to ensure
compliance with the provisions of Sections 206(3) and 207 of the
Advisers Act;
3. to provide an affidavit evidencing compliance with
the undertakings listed in IV.d.1. and 2. above.
By the Commission.
Jonathan G. Katz
Secretary